SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Thomson Robert B

(Last)

(First)

(Middle)

C/O GREEN ENERGY MANAGEMENT SERVICES HOL

2251 DRUSILLA LANE, SUITE B

(Street)

BATON ROUGE

70809

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2013

3. Issuer Name and Ticker or Trading Symbol
Green Energy Management Services Holdings, Inc. [ GRMS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 par value	47,453⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrant (right to buy )	12/31/2012	12/31/2015	Common Stock, $0.0001 par value	19,035,638⁽²⁾⁽³⁾	$0.001	I	By Water Tech World Wide, LLC⁽⁵⁾
Common Stock Warrant (right to buy )	12/31/2012	12/31/2015	Common Stock, $0.0001 par value	2,337,707⁽²⁾⁽⁴⁾	$0.01	I	By Water Tech World Wide, LLC⁽⁵⁾

Explanation of Responses:

1. This Form 3 is being filed in connection with the appointment of the Reporting Person as a director of the Issuer on January 31, 2013.

2. On December 31, 2012, the Issuer sold to Water Tech World Wide, LLC ("Water Tech") (i) an 8% secured promissory note (the "Note"), (ii) a warrant (the "First Warrant") and (iii) a second warrant (the "Second Warrant", and together with the First Warrant, the "Warrants"), for gross proceeds of $310,000. See Footnotes No. 3 - No. 5 for additional information.

3. The First Warrant currently entitles Water Tech to purchase 19,035,638 shares of the Issuer's common stock, $0.001 par value per share (the "Common Stock"), provided that upon the issuance by the Issuer of any Common Stock (subject to certain exceptions) prior to the complete exercise of the First Warrant, the First Warrant will thereafter be exercisable for the aggregate number of shares of Common Stock which, when converted, are convertible into the aggregate number of shares of Common Stock equal to 30% of such aggregate number of shares of Common Stock then deemed outstanding, including upon the issuance of such warrant.

4. The Second Warrant currently entitles Water Tech to purchase 2,337,707 shares of Common Stock, provided that upon the issuance by the Issuer of any Common Stock (subject to certain exceptions) prior to the complete exercise of the Second Warrant, the Second Warrant will thereafter be exercisable for the aggregate number of shares of Common Stock which, when converted, are convertible into the aggregate number of shares of Common Stock equal to 5% of such aggregate number of shares of Common Stock then deemed outstanding, including upon the issuance of such warrant.

5. Water Tech owns the reported securities directly. The Reporting Person is the managing member of Water Tech and has the sole voting and dispositive power over the shares of Common Stock underlying the Warrants. Accordingly, the Reporting Person may be deemed to have an indirect beneficial ownership interest in the reported securities as the managing member of Water Tech. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Also, see Form 3 and Schedule 13D filed by Water Tech with the United States Securities and Exchange Commission on or about February 26, 2013.

Remarks:

	/s/ Robert B. Thomson	02/26/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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